Forge Files Fourth Amendment for $500-Minimum Megacorn Interval Fund

Megacorn Fund (CIK 0002055855), a newly organized Delaware statutory trust advised by Forge Global Advisors LLC, filed Pre-Effective Amendment No. 4 to its Form N-2 registration statement with the SEC on June 29, 2026 (accession 0001829126-26-007000). The filing describes a proposed continuously offered, non-diversified closed-end interval fund. Four proposed terms define the offering: a $500 minimum initial investment with no proposed accreditation requirement; a 1.75% advisory fee producing estimated first-year net annual expenses of 2.00%; an anticipated 50-80% of the portfolio held indirectly through SPVs; and quarterly repurchase offers expected at approximately 10% of outstanding shares, with pro-rata proration possible if oversubscribed. The registration statement has not been declared effective, no effectiveness date has been disclosed, and shares cannot be sold — nor money accepted — until it is.

What the filings show

The expense mechanics reward one careful pass. The first-year expense limitation caps specified fund-level expenses at 1.75%, but excludes the estimated 0.25% in acquired fund fees and expenses arising at the SPV layer, producing estimated net annual expenses of 2.00%. The specified-expense cap rises to 2.25% after the first year, and the adviser retains a three-year right to recoup waived amounts subject to the cap then in place. The AFFE figure is itself an estimate based on historical returns of the types of funds the fund anticipates holding; the prospectus states that SPVs often charge performance fees in addition to management and administrative fees, so realized indirect costs can diverge from the estimate.

Forge's public waitlist page for the fund (forgeglobal.com/megacorn-fund-waitlist), reviewed July 14, 2026, carries a fee footnote describing estimated total annual expenses of 2.38% for Institutional Class Shares and 2.63% for Advisor Class Shares — a two-class presentation — while the most recent pre-effective amendment offers a single class of shares. The page describes the structure under a 'Low fees' heading. The filings and the marketing page reflect different points in the fund's evolving structure; AltStreet presents both as published and draws no conclusion about which will govern at effectiveness.

• —Pre-Effective Amendment No. 4 to Form N-2 filed 2026-06-29 (accession 0001829126-26-007000); File Nos. 333-285489 / 811-24060; registration not yet effective
• —Proposed minimum initial investment of $500 (the Fund could accept less in its discretion); the current prospectus does not propose an accreditation requirement
• —Proposed fees: 1.75% advisory fee on average daily net assets; estimated Total Annual Expenses of 2.38%; estimated Net Annual Expenses of 2.00% in year one
• —Anticipated portfolio mix: 50-80% held indirectly through SPVs, 10-30% acquired directly from portfolio companies, 5-10% other assets; estimated Acquired Fund Fees and Expenses of 0.25%
• —Quarterly repurchase offers at NAV would be made under a Rule 23c-3 fundamental policy of 5-25% of outstanding shares, with approximately 10% expected; shares would otherwise be non-transferable with very limited exceptions
• —A single class of shares would be offered at NAV with no sales load; a companion Form 40-APP filed 2026-02-02 (accession 0001829126-26-000878) seeks multi-class relief that contemplates a future Advisor Class with a front-end sales load of up to 5.75% — relief pending
• —Index parameters as disclosed: 60 constituents, privately held late-stage venture-backed U.S. companies with post-money valuations of at least $500 million, weights capped at 7.5%; the Fund states it is not an index fund and would not seek to replicate or track the Index
• —Planned registered-fund conversion: Megacorn Fund LP, the predecessor private fund, is expected to reorganize substantially all of its assets into the registered fund simultaneous with the commencement of operations, per the prospectus; the prospectus discloses resulting entity-level built-in gains tax exposure on certain assets sold within five years of the conversion
• —Adviser and affiliates reported approximately $2.3 billion under advisement as of 2025-12-31, per the N-2/A

Background

Megacorn Fund is the proposed registered successor to Megacorn Fund LP, a private vehicle originally associated with Accuidity Capital Management. The fund's initial Form N-8A, filed March 3, 2025, was attested by Vince Gubitosi, whose title line identifies Accuidity Capital Management; Forge's waitlist page identifies Gubitosi and Mark Denatale — co-founders and co-presidents of Accuidity, which the page states was acquired by Forge Global — as the fund's portfolio managers. Gubitosi previously served as president of Geode Capital Management from 2009 to 2021; Denatale previously held senior roles at Goldman Sachs and CVC Credit, per the same page.

The proposed fund would sit inside a vertically integrated structure. Forge affiliates maintain the index, advise the fund and may participate in transaction execution within the restrictions disclosed in the prospectus: Forge Global, Inc. maintains the Forge Accuidity Private Market Index; its wholly owned registered investment adviser subsidiary, Forge Global Advisors LLC, would advise the fund; and the prospectus permits execution through affiliated broker-dealers subject to the compensation limits of Section 17(e)(2) of the Investment Company Act. Forge Global, Inc. is itself wholly owned by The Charles Schwab Corporation, per Forge Securities LLC's Form CRS dated April 20, 2026.

The proposed $500 minimum sits against two internal reference points at Forge. The existing Forge Accuidity Private Market Index product is marketed on Forge's site as available to qualified purchasers only, and Forge Securities' April 2026 Form CRS discloses a typical minimum transaction size of $100,000 and an accredited-investor requirement for purchases on the Forge marketplace. The registered interval fund, if declared effective, would offer exposure to the same index universe at a $500 minimum with no accreditation requirement — subject to quarterly, capacity-limited liquidity rather than transactional ownership of underlying shares.

A separate exemptive application disclosed in the prospectus would permit the fund to invest alongside other vehicles and funds managed or sponsored by the adviser or its affiliates. The prospectus states there can be no guarantee regarding when, or if, such relief will be granted.

The pattern in AltStreet's data

AltStreet tracks Forge Global under its pre-IPO secondary marketplace coverage, where the documented entity complex now spans Forge Global, Inc. (CIK 0001827821, Exchange Act reporting terminated March 2026 following the Charles Schwab acquisition), Forge Securities LLC (CRD 134596), Forge Global Advisors LLC (CIK 0002107525), Forge Trust Co. (South Dakota state-chartered), Rockpool Capital Limited (Hong Kong SFC), and, per the current site footer, Forge Lending LLC, a wholly owned lending subsidiary. Megacorn Fund (CIK 0002055855) is the newest EDGAR-registered member of the complex. AltStreet's full Forge Global review is available at https://altstreet.investments/platforms/forge-global.

Megacorn is one example of private-market exposure moving from Regulation D vehicles into a registered wrapper. Forge's Form D-filing SPV series and its marketplace economics are covered in the platform review; the proposed fund would extend that arc from broker-dealer intermediation to affiliated asset management under the Investment Company Act.

Why it matters

For allocators and diligence teams, the fee architecture rewards close reading. The headline 1.75% cap applies to specified fund-level expenses only; the SPV layer sits outside it, and performance fees at that layer are a function of underlying gains rather than a fixed ratio. The fund could own up to 100% of certain SPVs, which would then be treated as affiliates and bear no management fees — a mitigant whose scope is not quantified in the prospectus.

The index relationship is disclosed as a guideline, not a mandate: the fund would expect at least 75% of the market value of its equity investments to be among index constituents but would not track index weights, and the prospectus states the index's performance information is hypothetical and backtested. Any index performance figures encountered in marketing materials therefore reflect a hypothetical portfolio, not realized fund results. The fund has no operating history, and its investment objective would be a non-fundamental policy the Board could change without a shareholder vote.

Liquidity would be quarterly and capacity-limited. Repurchase offers are expected at approximately 10% of outstanding shares per quarter within a 5-25% fundamental policy range, with pro-rata proration if oversubscribed. The prospectus is direct that shares should be considered illiquid and that an investment is unsuitable for capital an investor may foreseeably need.

What this report can and cannot establish

This report is based on Megacorn Fund's pre-effective registration statement, the companion 40-APP, the fund's initial N-8A, Forge Securities LLC's Form CRS, and Forge's public marketing pages as of July 14, 2026. The registration statement is not effective; every proposed structural and fee term described here may change before effectiveness, and the SEC's declaration of effectiveness is not assured or scheduled in any filing reviewed. The predecessor-fund reorganization is described in the prospectus as occurring simultaneous with the commencement of operations, which had not occurred as of the filing date; AltStreet has not independently verified the status of that reorganization. AltStreet has not reviewed the fund's Statement of Additional Information in full, has not verified the predecessor fund's performance record, and takes no view on the merits of the offering. Figures attributed to filings are as filed; figures from Forge's website are platform-published marketing statements. This is not investment advice.